Blox, Inc. - Quarter Report: 2015 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x 

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended

December 31, 2015

o

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period _____________to______________

Commission File Number: 333-150582

BLOX, INC.

 (Exact name of registrant as specified in its charter)

Nevada

20-8530914

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation of organization)

Suite 1500, 701 West Georgia Street, Vancouver, BC  Canada

V7Y 1C6

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code:

(604) 696-4236

	(Former name, former address and former fiscal year,  if changed since last report

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

x Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Small reporting company

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes   x No

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 108,611,814 shares of common stock as of February 15, 2016.

 

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BLOX, INC.

Quarterly Report on Form 10-Q
For The Quarterly Period Ended
December 31, 2015

INDEX

PART I - FINANCIAL INFORMATION

3

Item 1. Financial Statements

3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3. Quantitative and Qualitative Disclosures About Market Risk

17

Item 4. Controls and Procedures

17

PART II - OTHER INFORMATION

17

Item 1. Legal Proceedings

17

Item 1A. Risk Factors

17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

18

Item 3. Defaults Upon Senior Securities

18

Item 4. Submission of Matters to a Vote of Securities Holders

18

Item 5. Other Information

18

Item 6. Exhibits

18

SIGNATURES

19

2

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PART I

As used in this quarterly report on Form 10-Q, the terms “we”, “us” “our”, the “Company” or the “registrant” refer to Blox Inc., a Nevada corporation, and its wholly-owned subsidiaries.

Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.

Forward-Looking Statements

This quarterly report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, including the securities laws of the United States, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

*

our current lack of working capital;

*

our ability to obtain any necessary financing on acceptable terms;

*

timing and amount of funds needed for capital expenditures;

*

timely receipt of regulatory approvals;

*

our management team’s ability to implement our business plan;

*

effects of government regulation;

*

general economic and financial market conditions;

*

our ability to complete the required feasibility study for permitting of the Mansounia concession in Guinea;

*

our ability to develop our green mining business in Africa; and

*

the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain.

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

The following unaudited interim financial statements of Blox, Inc. are included in this quarterly report on Form 10-Q.

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Blox, Inc.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited – Expressed in U.S. Dollars)

			December 31, 2015 (unaudited)		March 31, 2015 (audited)
ASSETS
Current Assets
	Cash and cash equivalents	$	27,908	$	20,259
	Prepaid expenses		6,231		43,952
Total Current Assets			34,139		64,211
Equipment (Note 5)			75,627		76,808
Mineral Property Interest (Note 6)			931,722		931,722
Total Assets		$	1,041,488	$	1,072,741
LIABILITIES
Current Liabilities
	Accounts payable	$	140,944	$	105,890
	Royalty payments payable (Note 7 & 10)		58,100		58,100
	Loans payable (Notes 8 & 10)		265,020		91,774
Total Liabilities			464,064		255,764
STOCKHOLDERS' EQUITY (Note 9)
Common Stock – 400,000,000 authorized
– 108,611,814 issued (March 31, 2015 – 108,611,814)			967		967
Additional Paid-in Capital			5,957,211		5,957,211
Contributed Surplus			3,496,128		2,893,103
Accumulated Other Comprehensive Income			15,491		15,491
Deficit			(8,892,373)		(8,049,795)
Total Stockholders' Equity			577,424		816,977
Total Liabilities and Stockholders' Equity		$	1,041,488	$	1,072,741

See accompanying notes to the condensed interim consolidated financial statements.

4

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Blox, Inc.

Condensed Interim Consolidated Statements of Comprehensive Loss

(Unaudited - Expressed in U.S. Dollars)

See accompanying notes to the condensed interim consolidated financial statements.

  

5

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Blox, Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited – Expressed in U.S. Dollars)

See accompanying notes to the condensed interim consolidated financial statements.

6

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Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2015 and 2014

(Unaudited - Expressed in U.S. Dollars)

1.

Description of Business

Blox, Inc. (the "Company") was incorporated on July 21, 2005 under the laws of the state of Nevada. The address of the Company is #1500, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1C6, Canada. The Company is primarily engaged in developing mineral exploration projects in Africa.

2.

Basis of Presentation

(a)

Statement of Compliance

These condensed interim consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States ("US GAAP") and the rules and regulations of the Securities and Exchange Commission ("SEC") and are expressed in U.S. dollars. The Company's fiscal year-end is March 31.

(b)

Basis of Presentation

The condensed interim consolidated financial statements of the Company comprise the Company and its subsidiaries. These consolidated financial statements are prepared on the historical cost basis except for financial instruments that have been measured at fair value.  These consolidated financial statements have also been prepared using the accrual basis of accounting, except for cash flow information.  In the opinion of management, all adjustments (including normal recurring ones), considered necessary for fair value have been included in these financial statements. All intercompany balances and transactions have been eliminated upon consolidation. The interim results are not necessarily indicative of results for the full year ending March 31, 2016, or future operating periods. For further information, see the Company’s annual consolidated financial statements for the year ended March 31, 2015, including the accounting policies and notes thereto.

(c)

Going Concern

These condensed interim consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred a net loss of $842,578 for the nine months ended December 31, 2015, and has incurred cumulative losses since inception of $8,892,373. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue operations. These condensed interim consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management of the Company has undertaken steps as part of a plan to sustain operations for the next fiscal year including plans to raise additional equity financing, controlling costs and reducing operating losses.        

3.

Accounting Pronouncements

The Company has implemented all applicable new accounting pronouncements that are in effect. Those pronouncements did not have any material impact on these financial statements.

There are no new accounting pronouncements that have been issued and not yet adopted that are expected to have a material impact on the condensed interim consolidated financial statements.

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Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2015 and 2014

(Unaudited - Expressed in U.S. Dollars)

4.

Fair Value of Financial Instruments

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments classified as Level 1 – quoted prices in active markets include cash and cash equivalents.

The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy:

5.

Equipment

Machinery in the amount of $71,560 has not been placed into production and is not currently being amortized.

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Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2015 and 2014

(Unaudited - Expressed in U.S. Dollars)

6.

Mineral Property Interest

The Company has entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") with Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which the Company has agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Property") from the Vendors. The Company also announced that it has exercised that right and has acquired a 78% beneficial interest in the Property.

The Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.

An exploration permit for the Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of its due diligence, the Company obtained a legal opinion which confirmed that the license was in good standing at the time of acquisition. It is the Company's intention to obtain an exploitation permit to allow the Company the right to mine and dispose of minerals for 15 years, with a possible 5 year extension. The Company has commenced work on the feasibility study required for obtaining this permit.

In consideration for the acquisition of the interest in the Property, the Company has paid in cash $107,143 to BGL and $42,857 to EML and issued BGL and EML an aggregate of 6,514,350 shares of common stock of the Company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, the Company recorded the cash payment of $150,000 plus $781,722 being the fair value of the First Tranche Shares as mineral property interest. The fair value of the First Tranche Shares was based on the closing price of the Company’s shares on the OTCQB on July 24, 2014.

Within 14 days of commercial gold production being publicly declared from ore mined from the Property, the Company will issue BGL and EML a second tranche of shares of common stock of the Company (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued will be calculated by dividing $1,150,000 by the volume weighted average share price of the Company's common stock over a 20 day period preceding the issuance date. The Second Tranche Shares will be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively.

	Mansounia Property, West Africa
Acquisition of mineral property interest
March 31, 2014	$	-
Cash payment		150,000
Issuance of 6,514,350 common shares	781,722
December 31, 2015 and March 31, 2015	$	931,722

7.

Royalty Payments Payable

The Company is required to make royalty payments of 3% of revenues from a former business operation to Waratah Investments Limited (“Waratah”), a controlling shareholder of the Company, in exchange for financial and advisory services. As of December 31, 2015, $58,100 is owed to the shareholder (March 31, 2015 - $58,100). (Note 10)

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Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2015 and 2014

(Unaudited - Expressed in U.S. Dollars)

8.

Loans Payable

At December 31, 2015, the Company was indebted to a controlling shareholder in the amount of $265,020 (March 31, 2015 - $91,774). The loans are unsecured, non-interest bearing, and have no fixed repayment terms. (Note 10)

9.

Share Capital

(a)

Warrants

The Company had 88,000,000 outstanding warrants as at December 31, 2015 and March 31, 2015 exercisable at $0.05 until February 27, 2019 (3.2 years).

(b)

Stock Options

(1)

On August 7, 2014, the Company granted 4,500,000 stock options to directors and consultants.  These stock options have an exercise price of $0.15 and expire on August 7, 2019 with 25% vesting on the date of grant and 25% vesting every six months after the date of grant. The weighted average fair value of stock options was determined by the Black-Scholes option pricing model using the following assumptions: risk free interest rate of 1.49 - 1.60%, volatility of 149-203%, annual rate of dividend of 0% and expected life of options of 5 years. During the nine months ended December 31, 2015, 3,850,000 options were cancelled after the optionees ceased to be directors and officers.

(2)

On October 27, 2014, the Company granted 500,000 stock options to consultants. These stock options have an exercise price of $0.15 and expire on October 27, 2019 with 25% vesting on the date of grant and 25% vesting every six months after the date of grant. The weighted average fair value of stock options was determined by the Black-Scholes option pricing model using the following assumptions: risk free interest rate of 1.51 – 1.60%, volatility of 184-190%, annual rate of dividend of 0% and expected life of options of 5 years. During the three months ended September 30, 2015, 500,000 options were cancelled after the optionees ceased to be directors and officers.

(3)

On July 21, 2015, the Company granted 4,000,000 stock options to a director and Chairman of the Company. These stock options have an exercise price of $0.01 and expire on July 21, 2020 and vested immediately. The weighted average fair value of stock options was determined by the Black-Scholes option pricing model using the following assumptions: risk free interest rate of 1.69%, volatility of 206%, annual rate of dividend of 0% and expected life of options of 5 years.

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Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2015 and 2014

(Unaudited - Expressed in U.S. Dollars)

9.

Share Capital (continued)

(c)

Stock Options (continued)

The following table summarizes historical information about the Company’s incentive stock options:

As at December 31, 2015, the following stock options were outstanding and exercisable:

Exercise Price	Expiry Date	Options Outstanding	Weighted Avg. Remaining in Years	Options Exercisable
$0.15	07-Aug-19	650,000	3.6	487,500
$0.01	21-Jul-20	4,000,000	4.6	4,000,000
		4,650,000	4.5	4,487,500

10.

Related Party Transactions

The Company’s related parties include its subsidiaries, associates over which it exercise significant influence, and key management personnel. Transactions with related parties for goods and services are based on the exchange amount as agreed to by the related parties.

The Company incurred the following expenses with related parties during the three and nine months ended December 31, 2015:

As at December 31, 2015, the Company had amounts payable of $17,685 (March 31, 2015 - $Nil) to two officers. As at December 31, 2015, the Company was indebted to a controlling shareholder in the amount of $265,020 (March 31, 2015 – $91,774). This loan payable are unsecured, non-interest bearing and have no fixed repayment term (Note 8). As of December 31, 2015, $58,100 is owed to a controlling shareholder for royalty payment (March 31, 2015 - $58,100) (Note 7).

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Blox, Inc.

Notes to Condensed Interim Consolidated Financial Statements

Nine Months Ended December 31, 2015 and 2014

(Unaudited - Expressed in U.S. Dollars)

11.

Commitments

(a)

On June 22, 2013, the Company entered into a share purchase agreement with Waratah Investments Limited (“Waratah”) where the Company shall purchase all of Waratah’s right, title, and interest in the Quivira Gold (“Quivira”) shares, of which Waratah holds 100% of the outstanding shares. As consideration for the Quivira shares, the Company will issue to Waratah 60,000,000 shares of common stock and 60,000,000 warrants. Each warrant entitles the holder to purchase one additional common share at $0.05 for a period of five years from the closing date. Quivira, a subsidiary of Waratah Investments, owns and operates gold and diamond mining properties in Ghana.

The closing of the agreement is subject to the completion of due diligence and the completion of a private placement.  The Agreements provide that closing is subject to completion of a private placement financing of up to $1,500,000, consisting of units priced at $0.05 per unit, with each unit comprises a share in the common stock of the Company and a share purchase warrant, exercisable at $0.05 for five years.  As of the issuance date of these financial statements, the due diligence and financing has not yet been completed.

(b)

On November 1, 2013, the Company entered into an agreement to lease office premises for $3,188 per month until October 31, 2015.  The Company entered into a new twelve month lease effective November 1, 2015 to rent premises for $1,309 per month.

12.

Geographical Area Information

		Canada		Africa		Total
December 31, 2015:
Current assets	$	34,139	$	-	$	34,139
Equipment		4,067		71,560		75,627
Mineral property interest		-		931,722		931,722
Total assets	$	38,206	$	1,003,282	$	1,041,488
Total liabilities	$	464,064		-	$	464,064
March 31, 2015:
Current assets	$	64,211	$	-	$	64,211
Equipment		5,248		71,560		76,808
Mineral property interest		-		931,722		931,722
Total assets	$	69,459	$	1,003,282	$	1,072,741
Total liabilities	$	255,764	$	-	$	255,764

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report on Form 10-Q.

Overview

We were incorporated in the State of Nevada on July 21, 2005. Following incorporation, we were engaged in the exploration of early-stage mineral properties. However, we were not successful in developing our mineral property interests and thus began to investigate other business opportunities in order to maximize shareholder value. As a result, we entered into the Amalgamation Agreement with Eco Endeavors, which closed on February 27, 2014.

Following the closing of the Amalgamation Agreement, we commenced focusing on the business currently carried on by Amalco, which operated as a renewable energy company that indirectly owns an operating biogas plant in Hungary. It was also engaged in the development of renewable energy projects and intended to expand into the provision of renewable energy services.  Amalco operated a 1.14 MW biogas plant located just outside of Budapest, Hungary. The plant served as a pilot project to demonstrate the potential for similar use of renewable energy in a variety of regions and climates.

Due to uneconomic conditions brought on by political and economic forces in Hungary we deemed it necessary and in the best interest of our company to cease operations at our Kenderes Biogas Plant in Hungary, which has been moved to Africa where we will look to provide energy to mining projects.  We completed the sale of our wholly-owned Hungarian subsidiary and any assets that we deemed to be uneconomical to move were sold off. 

On August 6, 2014, we announced that we entered into a Deed of Assignment and Assumption Agreement dated July 24, 2014 (the "Assumption Agreement") with Joseph Boampong Memorial Institute Ltd. ("JBMIL") and Equus Mining Ltd. ("EML"), Burey Gold Guinee sarl ("BGGs") and Burey Gold Limited ("BGL") and, collectively with EML and BGGs, (the "Vendors"), pursuant to which we agreed to assume JBMIL's right to acquire a 78% beneficial interest in the Mansounia Concession (the "Mansounia Property") from the Vendors. We also announced that we had exercised that right and had acquired a 78% beneficial interest in the Mansounia Property.

The Mansounia Property lies in the southwest margin of the Siguiri Basin, in the Kouroussa Prefecture, Kankan Region, in Guinea, West Africa and covers a surface area of 145 square kilometres. The Mansounia Property is located approximately 80 kilometres west, by road, from the country's third largest city, Kankan.

An exploration permit for the Mansounia Property was granted by the Ministère des Mines et de la Géologie on August 20, 2013. As part of our due diligence, we obtained a legal opinion which confirmed that the license remains in good standing. It is our intention to obtain an exploitation permit, which would give us the exclusive right to mine and dispose of minerals for 15 years, with a possible 5 year extension. We have commenced work on the feasibility study required for obtaining this permit.

In consideration for the acquisition of the interest in the Mansounia Property, we paid $107,143 to BGL and $42,857 to EML and on July 31, 2014, issued BGL and EML an aggregate of 6,514,350 shares of common stock of our company (the "First Tranche Shares"), at a deemed price of $0.1765 per share, for an aggregate deemed value of $1,150,000. The First Tranche Shares were issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively. For accounting purposes, we recorded the cash payment of $150,000 plus $781,722 as the fair value of the First Tranche Shares in mineral interest. The fair value of the First Tranche Shares was based on the closing price of our shares on the OTCQB on July 24, 2014.

Within 14 days of commercial gold production being publicly declared from ore mined from the Mansounia Property, we will issue BGL and EML a second tranche of shares of our common stock (the "Second Tranche Shares"). The number of Second Tranche Shares to be issued shall be calculated by dividing $1,150,000 by the volume weighted average share price of our common stock over a 20 day period preceding the issuance date. The Second Tranche Shares shall be issued to BGL and EML in the proportions of 71.43% and 28.57%, respectively.

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On August 20^th, 2015, we announced that the directors conducted their first visit to Ghana between the 5^th and the 15^th August, 2015.  Upon arrival, the directors, which included Mr. Ronald Renne, Chairman, Mr. Robert Spiers, CEO, and Mr. Trevor Pickett, COO, visited the Birim Region where the three Ghanaian concessions are located.

Ghana – Pramkese, Osenase and Asamankese

The objective was to carry out a geological reconnaissance over the areas to identify potentially favourable lithologies.  The directors inspected the existing field programs in Ghana and oversaw the planning and implementation of programs for the near future.

Near Surface Infill Sampling Program - Mansounia

A near surface infill sampling campaign which focussed on further defining the near surface supergene mineralization continuity resulted in further high grade results.  The sampling program was in response to positive results from a desktop study and data collation and a review of the historical Preliminary Economic Assessment (PEA) completed by Spiers Geological Consultants (“SGC”).

Resulting from the review and as part of the ongoing development of the project toward feasibility, SGC advised that diamond core samples associated with mineralised grades near surface within the proposed open pit areas were under-sampled and required further delineation.

We elected to commence infill sampling to both infill absent data and to potentially extend the resource base, which is believed would further improve the project economics.

Some significant results from the infill sampling of existing diamond core holes include;

•

44m at 0.68g/t Au from 4 to 48m in drill hole MDD009

•

12m @ 0.90 g/t Au from surface in drill hole MDD013

•

36m @ 0.52 g/t Au from 4 metres in drill hole MDD015

•

24m @ 0.71 g/t Au from 6m in drill hole MDD017

Note: Intersections are reported as down-hole length and not true width.

The infill sampling confirmed that the mineralisation displays continuity near surface at depths less than 50m. These early results have confirmed that the Mansounia mineralised trend extends near surface as a broad moderately continuous zone of economic mineralisation (above a 0.4 gt Au cut-off grade) which continues to provide a strong case for the development of a heap leach project.

The completion of the infill sampling will now trigger a period of independent resource review and update which will be conducted with a view to upgrading the project Mineral Resource Estimates and subsequently fast-track the project into production.

Concurrent with the planned project feasibility analysis during 2016, other work will include geological and structural evaluations of the immediate and surrounding geological terrain, local and regional targeting and identification of potential additional mineralisation in-line with a move to an updated economic assessment.

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. We have incurred a net loss of $48,237 and $842,578 for the three and nine months ended December 31, 2015, and have incurred cumulative losses since inception of $8,892,373. These factors raise substantial doubt about the ability of the Company to continue as going concern. Our ability to continue as a going concern is dependent on our ability to continue obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations.

We will need to raise additional funds to finance continuing operations. However, there are no assurances that we will be successful in raising additional funds. Without sufficient additional financing, it would be unlikely for us to

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continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in this annual report and eventually secure other sources of financing and attain profitable operations.

Results of Operations

Three and Nine Months Ended December 31, 2015 and 2014

The following summary of our results of operations should be read in conjunction with our unaudited consolidated interim financial statements for the three and nine months ended December 31, 2015 and 2014, which are included herein.

Expenses

The expenses were as follows:

	Three Months Ended		Nine Month Ended
	December 31, 2015 $	December 31, 2014 $	December 31, 2015 $	December 31, 2014 $
Operating expenses
Consulting and professional fees	35,807	169,760	183,757	611,445
Foreign exchange	(3,490)	3,255	1,314	16,305
Interest expense	533	-	1,952	-
Administration and office	6,444	37,310	44,344	175,732
Other expense	-	66,100	-	66,100
Share-based compensation	5,111	188,924	603,024	460,799
Exploration expenses	3,438	-	7,006	-
Depreciation	394	-	1,181	1,235
Loss from discontinued operations	-	110,163	-	396,668
Net Loss	48,237	575,512	842,578	1,728,284

We incurred a net loss of $48,237 and $842,578 ($0.01 loss per share) for the three and nine months ended December 31, 2015, compared to $575,512 and 1,728,284 ($0.02 loss per share), in the same periods in 2014. We maintain lower level of activities as we are currently relying on shareholder loans to finance our operations.

Total consulting and professional fee incurred were $35,807 and $183,757 for the three and nine months ended December 31, 2015, compared to $169,760 and $611,445, respectively, for the same periods in 2014. The substantial decrease in consulting fee during fiscal 2015 is primarily due to the lower corporate activities compared to the same period in 2014. The consulting fee includes amortization of prepaid consulting services that arose when our stock was issued as compensation for a former director’s consulting services. The prepaid consulting fees were amortized over a period of 18 months beginning in April 2014.  

Total office and administration expense incurred were $6,444 and $44,344 during the three and nine months ended December 31, 2015, compared to $37,310 and $175,732 for the same periods in 2014. We have implemented a cost reduction policy due to our limited funding. The expenses on filing, rent, administration, accounting, meal and travel have been minimized as much as possible.

Stock based compensation expensed was $5,111 and $603,024 for the three and nine months ended December 31, 2015, compared to $188,924 and $460,799 for the three and nine months ended December 31, 2014. During the period ended December 31, 2015, we did not grant any stock options.   The stock options granted in 2014 are being amortized over a period of 18 months from the grant date.

The exploration costs expensed of $7,006 during the nine months ended December 31, 2015 were for analyzing the samples of the drilling result from Mansounia Concession.

Management anticipates operating expenses will materially increase in future periods as we focus on green mineral development and incur increased costs as a result of being a public company with a class of securities registered under the Securities Exchange Act of 1934.

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Liquidity and Capital Resources

Working Capital

Continuing Operations	December 31, 2015	March 31, 2015
Current Assets	$      34,139	$       64,211
Current Liabilities	464,064	255,764
Working Capital (Deficit)	$  (429,925)	$  (191,553)

Current Assets

The decrease in current assets as of December, 2015 compared to March 31, 2015 was primarily due to the decrease in prepaid expenses to $6,231 from $43,952, as a result of the amortization of prepaid consulting fee.

Current Liabilities  

Current liabilities as at December 31, 2015 increased by $208,300 due to an increase in the accrued loan payable from $91,774 to $265,020. The balance of the liabilities increased primarily due to the timing of payment of invoices in fiscal 2015 that were paid after the end of the period.  

Cash Flow

Our cash flow was as follows:

	Nine Months Ended December 31
	2015	2014
Net cash used in operating activities	$  (165,597)	$   (767,590)
Net cash used in investing activities	-	(76,989)
Net cash provided by financing activities	173,246	-
Increase (decrease) in cash and cash equivalents	$        7,649	$   (844,579)

Operating activities

The decrease in net cash used in operating activities for the three and nine months ended December 31, 2015, compared to the same period in 2014 was primarily as a result of substantial decreases in consulting and professional fees in fiscal 2015.

Investing activities

There is no cash used in investing activities for the nine months ended December 31, 2015.  

Financing activities

The increased net cash provided by financing activities for the nine months ended December 31, 2015, compared to the same period in 2014 was mainly attributable to the proceeds from a loan provided by a shareholder.

Critical Accounting Policies

There have been no significant changes to the critical accounting policies as described in our Annual Form 10-K for the year ended March 31, 2015.

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Cash Requirements

Our current cash position is not sufficient to meet our present and near-term cash needs.  We will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements.  For the next 12 months we estimate that our capital needs will be $250,000 to $500,000 and we currently have approximately $10,000 in cash. We will seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

Contractual Obligations

Not applicable.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the nine months ended December 31, 2015.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

We are not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

Item 1A.

Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

We did not issue any securities during the quarter ended December 31, 2015.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosure

Not applicable.

Item 5.

Other Information

None

Item 6. Exhibits

Number	Exhibit Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 **	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BLOX INC.

By:	/s/ Robert Spiers
Name:	Robert Spiers
Title:	Chief Executive Officer
Date:	February 15, 2016

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